Magnolia Oil & Gas (MGY) EVP uses 15,156 shares for tax withholding

Rhea-AI Filing Summary

Magnolia Oil & Gas Corp executive reports tax-related share disposition. EVP and General Counsel Timothy D. Yang transferred 15,156 shares of Class A common stock at $28.55 per share to cover tax withholding obligations. After this tax-withholding disposition, he holds 676,661 shares directly.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Yang Timothy D.

(Last) (First) (Middle)

C/O MAGNOLIA OIL & GAS CORPORATION

NINE GREENWAY PLAZA, SUITE 1300

(Street)

HOUSTON TX 77046

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Magnolia Oil & Gas Corp [ MGY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP - GENERAL COUNSEL & SEC

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	03/02/2026		F		15,156	D	$28.55	676,661	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

	/s/ Timothy D. Yang	03/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Magnolia Oil & Gas (MGY) report for Timothy D. Yang?

Magnolia Oil & Gas reported that EVP and General Counsel Timothy D. Yang disposed of 15,156 Class A common shares in a tax-withholding transaction. The shares were valued at $28.55 each to satisfy related tax obligations, not as an open-market sale.

Was the Magnolia Oil & Gas (MGY) insider transaction an open-market sale?

No, the transaction was coded “F,” indicating a tax-withholding disposition rather than an open-market sale. Shares were delivered at $28.55 per share to cover tax liabilities associated with equity compensation, not sold at the executive’s discretion.

How many Magnolia Oil & Gas (MGY) shares did Timothy D. Yang dispose of?

Timothy D. Yang disposed of 15,156 shares of Magnolia Oil & Gas Class A common stock. The disposition occurred at $28.55 per share and was specifically designated as a tax-withholding transaction to satisfy obligations arising from equity awards.

How many Magnolia Oil & Gas (MGY) shares does Timothy D. Yang hold after the transaction?

After the tax-withholding disposition, Timothy D. Yang directly holds 676,661 shares of Magnolia Oil & Gas Class A common stock. This figure comes from the post-transaction ownership reported in the filing and reflects his remaining direct holdings.

What does transaction code “F” mean in the Magnolia Oil & Gas (MGY) insider filing?

Transaction code “F” means shares were used to pay an exercise price or tax liability by delivering securities. In this case, 15,156 Magnolia Oil & Gas shares were applied at $28.55 per share to satisfy tax withholding obligations on an equity award.

What is Timothy D. Yang’s role at Magnolia Oil & Gas (MGY)?

Timothy D. Yang serves as Executive Vice President, General Counsel and Secretary at Magnolia Oil & Gas. His role is noted in the insider report, which identifies him as an officer rather than a director or ten-percent beneficial owner of the company’s stock.